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BlackRock and Vanguard back off on company talk as new guidance bites

BlackRock and Vanguard back off on company talk as new guidance bites

Disclosures reveal that the world's largest asset managers have drastically reduced their meetings with company executives this year. New guidance has made it difficult to discuss issues like climate change and diversification. BlackRock and Vanguard's shifts came after the U.S. Securities and Exchange Commission issued new guidance, headed by Mark Uyeda (a nominee of U.S. president Donald Trump). This could lead to executives receiving less input from investors on their strategy, or being surprised by critical votes during shareholder meetings. These directives are part of a recent Republican effort to reduce corporate actions, from climate disclosures of companies to the role of proxy advisers.

BlackRock and Vanguard have seen their new disclosures decline by 28% and 44 %, respectively, when compared with the previous period.

Consultants said that the declines are a sign of how the guidance has slowed down discussions between managers and shareholders ahead of corporate elections, on issues other than politically controversial topics like climate change.

"The new guidance created a chilling impact on the largest investors, whether intentionally or not," said Peter da Silva Vint. He is now a corporate adviser at Jasper Street Partners.

Da Silva Vint noted that fund managers often attend meetings "only listening", which makes it difficult for leaders of companies to know how they might vote. Surprises matter. Climate and social issues have been less prominent at recent corporate annual meetings, but corporate governance continues to be supported. Vanguard and BlackRock both stopped supporting nearly all social and climate resolutions during previous years. This pattern continued into 2025.

SMILES MORE, NOT LESS. The new SEC guidance says that managers must file more complicated, expensive forms in order to report their major holdings when they "pressure" management, such as by tying director voting to the company's staggered board structure or its environmental policies.

This reporting requirement may also be triggered by a fund firm that "states" or "implies" it won't support directors until a company changes its voting policy in accordance with the fund's. A representative of the SEC declined to comment. BlackRock and Vanguard were the main beneficiaries of this change. With a combined $22 trillion, both firms own more than 5% in stock issuers. Both firms took a pause and then re-established contact after assessing the new guidelines. The fund companies' reports now show a different pattern. BlackRock's Stewardship Team met with companies around the world 2,584 times in the 12 months ending June 30. This is a 28% drop from the previous period. Paul Schulman said that the majority of proxy-related engagements occurred after the SEC guidance on February 11, according to Paul Schulman. Senior managing director at proxy solicitor Sodali. He said that the guidance was "100%" the reason for the decline in attendance.

Schulman noted that even during meetings, the stewardship team says less about their plans to vote. Top investment firms have "always been reluctant to reveal to the company their voting intentions." Schulman says that they are now reluctant to express their views on issues.

BlackRock does not provide a count of meetings. BlackRock's recent report stated that its stewardship teams "listened to the company directors and executive to understand how they oversee material business risks and opportunity" and it could convey concerns via its AGM votes.

The report from last year paints BlackRock as a more vocal stewardship group. The fund manager stated that when it had concerns "we usually raise these first through dialogue with the board members and management team." A BlackRock representative was asked for comment and cited its previous statement that it "doesn't use engagement as a means to control publicly listed companies." Vanguard's report of Aug. 21, showed that the Pennsylvania-based firm met with only 356 companies in April to June this year. This is down by 44% compared to the 640 firms it met with in 2024. Vanguard's report did not address the decline and a representative refused to comment.

Vanguard's representative stated that the company does not and has never used engagements with businesses to signal its voting intentions.

'MORE CHALLENGING ENVIRONMENT'

Paul Washington, CEO of the Society for Corporate Governance (which represents corporate secretaries, among others), said that the new guidelines limit the value of shareholder discussions.

He said that this season, it was harder for companies to understand what their biggest investors thought.

In a survey more than one quarter of members of the public company society said that they have found it "more challenging" to engage with investors this year. Companies are having difficulty maintaining relationships or exploring their opinions. (Reporting and editing by Nick Zieminski in Boston)

(source: Reuters)